Terms & Conditions
The following can also be found on the reverse of all delivery notes and invoices
WE ARE A BUSINESS TO BUSINESS SUPPLIER WE DO NOT SELL TO THE GENERAL PUBLIC In these Conditions the following words will have the following meanings unless inconsistent with the context:
“Buyer” the person who places an order for Goods and/or Services from CG;
“CG” Caffe Gabriele Limited (registered in England under number 05872781) trading as Gabriele Tea & Coffee
CAFFE GABRIELE LIMITED T/A GABRIELE COFFEE & TEA STANDARD TERMS AND CONDITIONS OF SALE OF GOODS AND SERVICES
In these Conditions the following words will have the following meanings unless inconsistent with the context:-
“Buyer” the person who places an order for Goods and/or Services from CG;
“CG” Caffe Gabriele Limited (registered in England under number 05872781);
“Consumable Products” the consumable products described on the Price List or the Quotation or as otherwise supplied by CG to the Buyer from time to time;
“Contract” the contract for the purchase and sale of the Goods and/or Services incorporating these Conditions and the terms of the Quotation, Price List and/or Supply Agreement (as applicable);
“Conditions” the terms and conditions set out below;
“Equipment” the equipment described on the Quotation or Supply Agreement or as otherwise supplied by CG to the Buyer from time to time;
“Goods” the Equipment, the Consumable Products and the Merchandise and any other goods which are being supplied as part (or all) of the Services;
“Merchandise” the merchandise described on the Quotation or Price List or as otherwise supplied by CG to the Buyer from time to time;
“Price List” the CG price list provided by CG to the Buyer from time to time;
“Quotation” the quotation (if any) issued by CG to the Buyer;
“Services” the services to be provided by CG as more particularly described in the Quotation or in the Price List or as otherwise supplied by CG to the Buyer from time to time;
“Supply Agreement” an agreement between CG and the Buyer for the provision of Equipment under which title in the Equipment does not pass to the Buyer (including without limitation free loan equipment supply agreements or an equipment rental agreements); and
“User Manual” means the user manual supplied with the Equipment.
2. BASIS OF THE SALE
2.1 CG shall sell and the Buyer shall buy the Goods and/or Services subject to the terms of the Contract, and the Contract contains the only terms on which CG is prepared to provide the Goods and/or Services to the Buyer.
2.2 The Contract shall supersede any other terms which may govern the supply of the Goods and/or Services to the Buyer to the exclusion of any terms and conditions which the Buyer purports to apply or which are implied by trade, custom or course of dealing.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s order or other document will form part of the Contract simply as a result of such document being delivered to CG or referred to in the Contract.
2.4 Any variation to these Conditions is of no effect unless agreed in writing by a director of CG.
3. QUOTATIONS, ORDERS AND SPECIFICATIONS
3.1 A quotation by CG is not an offer to provide Goods. Each order for Services by the Buyer is an offer by the Buyer to purchase the Services subject to the Contract.
3.2 No order submitted by the Buyer will be accepted by CG until CG confirms its written acceptance of that order or (if earlier) CG supplies the Goods and/or Services (as applicable) to the Buyer.
4. DESCRIPTION, QUALITY AND WARRANTY
4.1 All descriptions, samples and illustrations issued by CG are intended merely to present a general idea of the Goods and Services described and do not form part of the Contract.
4.2 Whilst every effort will be made to supply the Goods and Services in accordance with the description set out in the Quotation the Buyer acknowledges that this cannot be guaranteed and no condition or warranty to this effect shall be implied.
4.3 Subject to conditions 4.4 and 4.5 CG warrants that new Equipment will be defect free for 12 months from the date it is delivered to the Buyer and that second hand Equipment will be defect free for 3 months from the date it is delivered to the Buyer and CG shall repair or replace (at its option) any Equipment which is proven to CG’s reasonable satisfaction to be defective and CG shall have no further liability to the Buyer (subject to condition 9.3) in respect of defective Equipment.
4.4 The warranty set out at condition 4.3 will not apply if the defect has been caused by:-
4.4.1 problems with the site at which the Equipment is or is to be installed;
4.4.2 problems with water and/or electrical supply (including, without limitation, contaminated water; hard water and lime scale build up; water pressure problems; electricity surges; problems associated with electric supply to Equipment isolator switch; and problems associated with water supply to Equipment isolator tap);
4.4.3 accidental or malicious damage to the Equipment
4.4.4 foreign bodies being introduced to the Equipment;
4.4.5 replacement of wearable parts; and
4.4.6 damage to Equipment during delivery which is not reported to CG within 3 days of the date of delivery in writing. 4.5 The Buyer acknowledges that it must comply with the User Manual when using and maintaining the Equipment and in particular (but without limitation) the Buyer acknowledges that if it does not clean and maintain the Equipment in accordance with the User Manual or if a third party, other than CG, has undertaken repairs or maintenance on the Equipment then the warranty set out in condition 4.3 will be invalid.
4.6 CG warrants that the Goods and Services will be of satisfactory quality and that the Services will be carried out by competent personnel.
4.7 CG will not be obliged to perform maintenance of Equipment if it believes, acting reasonably, it would be dangerous or hazardous (in any way) for it to do so.
4.8 If CG is required to undertake Services which involve (in whole or in part) remedial works then the Buyer acknowledges that CG cannot guarantee that those remedial works shall be effective.
5. SERVICE CONTRACTS
5.1 CG will discount Engineer Call Out charges if the Price List, Quotation or Supply Agreement (as applicable) provides for this and if the purchase conditions set out on the Price List, Quotation or Supply Agreement (as applicable) are met by the Buyer; provided that the Buyer will remain liable for the cost of replacement parts and the cost of labour when the time spent is over half an hour per call out. The Buyer is also liable for the cost of replacement parts and labour when damage has been caused by the Buyer’s failure to comply with the Contract.
5.2 If condition 5.1 applies and the Buyer fails to meet the conditions set out on the Price List, Quotation or Supply Agreement (as applicable) then it shall be liable to:-
5.2.1 pay to CG the aggregate amount of any discount it has received in relation to Consumable Products; Merchandise or Equipment rental over the previous 12 month period;
5.2.2 return the Equipment if that Equipment is subject to a Supply Agreement; and/or
5.2.3 pay to CG the full purchase price of the Equipment as at the date of the Supply Agreement, as applicable, and at CG’s discretion.
5.3 Equipment which is subject to a Supply Agreement must be returned to CG in the condition it was provided to the Buyer (subject to fair wear and tear).
6. DELIVERY, CANCELLATION AND DELAY
6.1 Delivery of the Services shall be within the time agreed and if no time is agreed, within a reasonable time. CG may make delivery by instalments.
6.2 Any dates for delivery and/or performance are approximate only and time of delivery and/or performance of the Services is not of the essence.
6.3 If the Goods are to be delivered or Services are to be performed in instalments, each delivery or performance shall be a separate contract and failure by CG to deliver or perform any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 CG reserves the right to defer the date of delivery or performance, to cancel the Contract or reduce the volume of Goods and/or Services ordered without liability to the Buyer if it is prevented from or delayed in carrying on its business by any cause beyond CG’s reasonable control.
6.5 The Buyer must notify CG in writing within 2 days of the due date of delivery if the Goods have not been received by the Buyer.
6.6 No order may be cancelled by the Buyer except with CG’s written agreement.
7. PRICE AND PAYMENT
7.1 Unless otherwise provided for in the Quotation or Supply Agreement the price of the Goods and/or Services shall be those prices set out on CG’s current Price List. Payment for the Goods and/or Services is due at the time of delivery or performance (as applicable) unless otherwise agreed by CG in writing.
7.2 The price of the Goods and/or Services is exclusive of any applicable value added tax or any other applicable sales tax or duty which shall be for the account of the Buyer.
7.3 Time of payment is of the essence and CG reserves the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.
7.4 If the Buyer fails to make any payment on the due date then the whole price of all Goods and/or Services bought or agreed to be bought by the Buyer shall be immediately due and payable without demand and CG may:-
7.4.1 cancel the Contract or suspend deliveries to or performance for the Buyer; and/or
7.4.2 appropriate any payment made by the Buyer to such of the Goods and/or Services (or the goods or services supplied under any other contract between the Buyer and CG) as CG thinks fit.
7.5 CG is entitled to set off sums owed by CG to the Buyer against sums owed by the Buyer to CG.
8. RISK AND PROPERTY
8.1 The Goods shall remain the property of CG until:-
8.1.1 their full price has been received by CG; and
8.1.2 all other sums which are or which become due from the Buyer on any account with CG have been received by CG.
8.2 The Goods are at the risk of the Buyer from the time of delivery and the Buyer must insure them for their full replacement value accordingly.
8.3 CG may, so as to discharge any overdue payment owed to it by the Buyer, recover and/or resell the Goods.
8.4 In order to exercise its rights under condition 8.3, CG shall be entitled by its employees or agents without notice to enter the Buyer’s premises or such other premises where the Goods are stored.
8.5 The Buyer’s right to possession of the Goods terminates immediately if any of the termination events set out in condition 10 occurs.
9. LIMITATION OF LIABILITY
9.1 The following provisions of this condition 9 set out the entire liability of CG (including, without limitation, any liability for the acts or omissions of its employees, agents or subcontractors) to the Buyer in respect of any breach of the Contract, any representation or statement made or act or omission relating to or done in connection with the Contract and in respect of any contemplated performance or lack of performance including (without limitation) negligence and other tortious liability.
9.2 All warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law but this exclusion does not apply to any implied condition that CG has or will have the right to sell the Goods when the property is to pass.
9.3 Nothing in these Conditions excludes or limits CG’s liability for death or personal injury caused by CG’s negligence or for fraudulent misrepresentation or excludes or limits any other liability to the extent such liability may not be excluded or limited as a matter of law.
9.4 Subject to conditions 9.2 and 9.3:-
9.4.1 CG shall not be liable in contract, tort (including, without limitation, negligence or breach of statutory duty), misrepresentation or otherwise to the Buyer for:-
(a) any loss of profit, loss of production, financial loss, depletion of goodwill; and
(b) any indirect loss, damage, costs or expenses whatsoever,
in each case which arise out of or in connection with the Contract or its contemplated performance or lack of performance; and
9.4.2 subject to condition 9.4.1, CG’s total liability in contract, tort (including, without limitation, negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance or lack of performance of the Contract in relation to any order shall be limited to the price paid for the Goods and/or Services in that order (in aggregate).
10.1 The Contract shall terminate immediately if the Buyer:-
10.1.1 suffers an insolvency and/or bankruptcy related event and/or is unable to pay its debts as they fall due; or
10.1.2 commits a material breach of the Contract which is incapable of remedy or commits a material breach of the Contract which is capable of remedy and which is not remedied within 30 days after CG has given written notice requiring such breach to be remedied.
10.2 For the purposes of condition 10.1 the Buyer shall be deemed to have committed an irremediable material breach if it fails to pay the price of the Goods and/or Services on more than three occasions.
10.3 Termination of the Contract shall not affect rights and duties accrued before termination.
11. HEALTH AND SAFETY
The Buyer agrees to:-
11.1 pay due regard to all information supplied by CG relating to the use of the Goods necessary to ensure the Goods will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work;
11.2 indemnify CG in respect of any and all claims arising from the Goods being unsafe as a result of the Buyer’s activities; and
11.3 monitor the safety of the Goods, to pass on to CG information as to any risks associated with the Goods and to co-operate in any action CG decides to take to avoid those risks.
12.1 If any provision of the Contract is found by any competent authority to be invalid, unenforceable or unreasonable, it shall be severed from the remainder of the Contract which shall continue in full force and effect.
12.2 Failure or delay by CG in enforcing or partially enforcing any provision of the Contract is not a waiver of any of its rights under the Contract.
12.3 Any notice to be given by either party to the other under these Conditions must be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified for these purposes. Notices addressed to CG and shall be marked for the attention of the Directors of Caffe Gabriele Limited.
12.4 Notices shall be delivered personally or sent by first class post or sent by facsimile transmission.
12.5 The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
12.6 CG may assign or subcontract the Contract or any part of it and may dispose of or deal in any manner with any of its rights or beneficial interests under it. The Buyer may not, without CG’s prior written consent, assign the Contract or dispose of or deal in any manner with any of its rights or beneficial interests under it.
12.7 Except that this condition 12.7 does not affect the liability of either party for fraudulent misrepresentation the Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, agreements, negotiations or understandings between the parties.
12.8 The Contract is governed by English law.